Night Time Vigil
by Aerilon452
Summary: Cruella can't sleep, so she goes in search of Ursula. COMPLETE. ONE SHOT. read and review.


**SUMMARY:** Cruella can't sleep.

 **DISCLAIMER:** I own nothing of OUAT

 **RATING:** T

 **PAIRING:** Cruella/Ursula

 **NIGHT TIME VIGIL:**

Cruella lie in bed listening to the vast nothingness of the small town Rumplestiltskin had brought them to. She had been given rooms in one of the various building's the imp owned, one of the better maintained ones. At least it wasn't a dump, but nothing near the level of comfort she was used to. The one consolation was that her companion, Ursula, slept right down the hall. "Usrsula…" Cruella whispered as she looked up at the cracked ceiling. Pushing back the covers, she sat up; her feet touching the dark wooden floor. She stood up, one black spaghetti strap falling off her slender left shoulder. The night was cool enough that it had her reaching for her fur coat so she could slip it on before leaving her room.

Down the hall, Cruella lightly knocked on Ursula's door with the knuckle of her right index finger. When she heard no sound coming from inside, she gripped the knob, and turned it slowly. Each creak was as loud a clap of thunder. Cruella pushed the door open, squeaking hinges had her cringing. If the door wasn't already half opened, she would have abandoned this idea and gone back to bed. This was the power Ursula had over her, even as she tried to deny it. She found herself thinking of things she never would have before she met the sea goddess. Cruella slipped inside, closing the door. Then she turned where the very breath caught in her lungs. Ursula was sprawled on the bed, her left arm above her head, her right stretched out, and her hand dangling over the edge. The hem of her purple camisole had drawn up a few inches, deep blue satin sheets tangled with long legs, giving but the slightest hint to the light lavender colored shorts she slept in. Cruella found herself swallowing hard at the sight before her.

Cruella lowered herself into the arm chair opposite the bed, her right leg draping over her left. She watched Ursula turn to her side, the sheet covering her waist. The dark blue set against the light purple of the camisole top she wore to sleep in. A smile curled her lips as she sat vigil at her friend's bedside. The morning had been a rough one, Ursula had come face to face with her betrayer. Cruella had been struck with the sudden urge to inflict bodily harm upon the pirate; the kind of harm that included the loss of a limb. She stopped that line of thought as quickly as she could. As much as she wanted to intervene, she knew this was Ursula's story, and she had to be the one to write her own ending. That last thought didn't sit too well with Cruella; she wasn't sure why. 'Simple, it's Ursula.' Her mind nagged her.

Ursula tossed and turned in bed, waking up, going back to sleep, but her mind would not shut down. They were in an unfamiliar town, it was too quiet. She needed the sounds of the city to help her fall asleep. All she could think about was that night when she lost her voice. The betrayal she had felt, the hatred that made her turn against her father and become the sea witch. She rolled over to her back when the mood of the room shifted; she wasn't alone. Turing her head she saw the telltale white/black hair of her companion, Cruella. Ursula sat up, the deep blue satin sheets pooling in her lap, "What are you doing in here?" She asked, her voice scratchy from sleep. Her right hand came up to rub her throat. In her dreams she had been singing, she had held in thrall to her siren's song. It was enough to have tears filling her eyes. Once more she was reminded of all that she'd lost.

"I couldn't sleep, darling," Cruella admitted quietly rising up from her chair. She crossed the short distance between them, where she sat on the edge. "I did have the intention of going downstairs, or pacing, or drinking. I could hear the gin calling my name," She smirked, "but, instead, I found myself here, outside your door." Cruella, long ago, had jumped into the darkness with both feet without looking back. She never contemplated aligning herself with others, until she met Ursula, the gorgeous sea witch with her wicked tentacles. Since their first meeting, Cruella would wake in the morning with Ursula's name on the tip of her tongue; even in this world she missed her. These were feelings she was unaccustomed to, especially when they involved another person. Right now, more than ever, she wanted to reach out to Ursula to feel her skin against her hand.

Ursula wanted to tell Cruella to leave, to go back to her own room, but the words died on her tongue before she could even give them voice. She wanted her to stay, wanted to … she didn't know what she wanted from Cruella. Always there was this need to just be next to her, to be breathing the same air as her. Of all the people she knew, magical and mundane, no one had ever touched her life, caused her heart to leap with anticipation in the way Cruella could. Why was it her? Ursula had asked that many times with no answers ever being given in return. "Why couldn't you sleep?" She asked.

Cruella shrugged, the other shoulder of her fur coat slipped down her arm. "It's too quiet here." She answered truthfully. "This town is boring. I mean I know we have to play nice, to put them all at ease that we won't murder them in their sleep, but honestly…" She stopped talking, rambling didn't suit her. "I can't sleep because I'm bored." Cruella answered again.

"Is that really the only reason?" Ursula placed her hand atop Cruella's feeling the warmth of the other woman's skin searing her cold flesh. It was one of the first things she had noticed about herself when they had come across the town line. She'd once more had a lower body temperature than those around her.

Cruella gasped at the cold touch of Ursula, "Darling, you're freezing." She took Ursula's hand between hers and tried to rub some warmth into them. Her sea witch was the only person who could move her towards genuine kindness.

"I'm a fish, remember?" Ursula hadn't meant to sound cruel. She had once taken pride in the fact she was a mermaid, the daughter of Poseidon. But then darkness entered her heart and she followed suit. She made sure her body fit with her new state, and the fear she wanted to inspire in those who dared to cross her.

Cruella looked up, her hands stilling on Ursula's. "You are no such thing." She snapped. Lifting her hands, she cupped her companions face noticing the way she froze. "You are the most powerful woman to rule the seas, never forget that." She tried not to react when Ursula took her hands from her face and looked away. "Do you revile my touch so much?"

"It's not your touch, but where you put your hands," Ursula said turning her gaze back to Cruella. She didn't like it when her face was touched, or her throat. It only reminded her that she couldn't sing, not in the way she really wanted. More than anything she wanted to feel Cruella's hands cupping her face, to feel her fingers running down her throat.

"What do you mean?" Cruella questioned. This morning she had had the freedom to place her hand on Ursula's back when they'd encountered Hook that morning, and now that simple liberty was denied her. "I need you to answer me."

Ursula wasn't sure how she should answer, but she knew she had to. "There are days when I can still feel my voice being ripped out of me." She said. "Even now," Ursula brought her hand up touching just under her chin. "It's like there's acid being crammed down my throat to remind me of all that I lost." She shuddered when Cruella brought her right hand up, trying to cup the side of her neck. Ursula pressed the back of her hand into Cruella's wrist trying to keep her hand from touching her. But she stopped resisting and let Cruella's warm palm touched her cold skin.

Cruella could see the effort Ursula was making in not pushing her away. Gently, more than she thought herself capable of, she ran the pad of her thumb up and down the line of Ursula's throat. She could feel the way she was shuddering, the way she gulped periodically. "Does it hurt you when I do this?" The last thing she wanted to do was hurt the one person she had any semblance of feeling for.

"No…" Ursula gasped. She had seen many sides to Cruella, but this side, the gentle side had been something she had rarely glimpsed, and only when they were alone as they were now. But she had to stop this. She took Cruella's hand from her neck and held it. "I want so badly to get our happy endings." Ursula breathed out. If she got what she wanted, it would potentially mean leaving Cruella behind. Could she do that without a second thought? She had the ability to leave this world, but that would mean stepping into the ocean. Ursula had long since denied herself the simple pleasure of that.

"As do I," Cruella replied lightly all the while knowing her happy ending was vastly different than that of her companion's. She kept her hand where it was, not wanting to give Ursula any more cause to pull away from her. They were both in unfamiliar territory, together and apart. She didn't know if Ursula's happy ending would take her from her side. "I could never hurt you." Though, if Rumplestiltskin's plan worked and she got what she wanted, would hurting Ursula be something that would appeal to her base nature? Some small part of her feared that it would be. "Stretch out." Cruella said suddenly.

"What?" Ursula looked at Cruella like she'd lost her mind. "Why?" She even glanced back at the bed in confusion.

"Just do it." Cruella replied. "You have to trust someone some time, darling." She got up and shed her coat, draping it over the chair she had occupied.

Ursula sighed, lying back down, her fingers curling into the sheets. The shuddering she had managed to get under control was renewed with a fierceness. Once Cruella came back to the bed, she would see it. There was a good reason they were never alone together at night. They had this pull towards each other that she never could fully explain. Sometimes it made her want to run in the opposite direction. Cruella was a force of nature on a good day.

Cruella lifted the sheet so she could stretch out next to her companion. Turning on her left side, she threaded her fingers through her white locks as she reached out with her right hand resting her palm flat on Ursula's abdomen where she felt the quivering of the muscles beneath. "Things could escalate in the next few days, but tonight, I want to put you at ease because, darling, you're shaking like a leaf." She drew in a deep breath, her intention was to use some of her powers of persuasion on Ursula to have her relax.

Ursula knew what Cruella's intake of breath meant. "Don't." She ordered sharply.

Cruella clamped down on her powers. "I was only going to relax you."

"You can do that without powers." Ursula replied turning on her side, Cruella's hand sliding to her side. She was still shaking on the inside, but that didn't stop her from reaching out and touching the tip of her index finger to Cruella's lips.

Cruella said nothing taking her hand from Ursula's waist bringing it up to cup her cheek, her thumb moving back and forth along her skin. She was careful to keep her movements slow and deliberate so Ursula could grow accustomed to the feel of her hand on the side of her face. She had her eyes closed, her teeth biting her bottom lip, and her fingers curling into the fabric of her nightgown. Carefully Cruella brought her hand down to rest on Ursula's neck once more; her thumb stroking across the thundering pulse. "You are the only person in this world who never has to fear me." She whispered.

Ursula opened her eyes looking at Cruella, she was warming to the touch of her hand quicker than she would if it had been someone else. "I'm not afraid of you." She replied. "I'm afraid of what you make me feel." Sometimes she hated the way her heart would skip a beat when Cruella came near her, or her pulse would quicken at the sound of her voice. It made no sense to her how her emotional state hinged on her companion's. Until she met the black and white haired Cruella, Ursula thought her heart long dead, cold to any warmth.

"And what do I make you feel?" Cruella asked lightly, her hand dropping down so she could rub her thumb across Ursula's collar bone. "Come now, don't hide things from me."

"You make me feel like there's hope for the future." Ursula answered turning over on her stomach to hide her face in the pillow.

Cruella pulled her hands back and sat up wrapping her arms around her knees. She was trying the best she could to act as if nothing had changed despite the years between them. The truth was things had changed, they had changed, and still some parts of them remained the same when they were together. When they had come to this world, she'd done all she could to survive, to build her persona, but in the darkest of nights she longed for the days when it had been her, Ursula, and Maleficent living in that ghastly place Mal called home. Looking back over her shoulder at Ursula, she could see the faintest trace of scales on her lower back that would no doubt encircle her waist. Once again, she stretched out, this time moving closer. "Villains get to have hope too."

Ursula turned her head to look right into Cruella's eyes. "Do you really believe that after everything?" She moved onto her left side. "Rumplestiltskin is powerful, but he blinded by his little maid. If he has to, he'll sacrifice us without a second thought." She brought her hand up, the tip of her index finger touching Cruella's chin. "I don't want hope, not unless we have certainty that this scheme will pay off for all of us." Ursula moved the tip of her finger along Cruella's jaw marveling at the smoothness of her skin. "I lost you for over thirty years, I'm not anxious to do that again."

"I'm not either," Cruella confessed. Making her life, building her persona had been hard, cold, and more than a little lonely. "Then we have no choice but to take each moment as it comes." She arched her brows as she spoke hoping to gain a smile from Ursula. Her smile was one of the few things that penetrated the darkness of her life, and a few seconds later Ursula was smiling. "Ah, there you go darling. That smile is what I like the most."

Ursula couldn't help it, even though she had a million reasons going through her head as to why this was a bad idea. She simply couldn't help it as she settled down, feeling sleep come over her once more. "Will you stay?" It was foolish to feel this way, to be so hopeful for a future they didn't even know they could have. Maybe all they really needed was each moment, each second to live life to the fullest.

"Of course, darling," Cruella replied brushing errant strands of blonde hair from Ursula's face. She still wasn't tired even as she watched Ursula close her eyes, bringing her hands up under her chin. Moments like these, alone with her, she could feel different; she could feel almost human. It wasn't an entirely unpleasant feeling. To content herself, she caressed Ursula's hair the same way she sometimes stroked her fur coats. Lying here, she let the contentment settle into her, stayed awake as long as she dared watching Ursula fall deeper and deeper into sleep.

 **MORNING:**

Ursula had woken safe and secure in Cruella's arms. The last thing she remembered was asking her to stay moments before sleep claimed her. Waking next to her should have been strange, it should have been many things, but what she felt was peace. Ursula got out of bed carefully to let Cruella sleep while she went down to the kitchen to make something to eat and coffee. Caffeine was definitely going to be needed. They already had a long day ahead of them; today they were set to raise Maleficent. There was no telling what the mighty dragon would do once unleashed on the town. All Ursula knew was that she wanted her friend back.

Cruella opened her eyes, hissing in pain when a shaft of sunlight cut across her eyes. She rolled over, groaning and yawning to find she was alone in bed. Sitting up, she stretched before getting out of bed to head downstairs where she heard faint music playing. Ursula only listened to music when she was alone, or so she thought. There were times Cruella liked to watch the sea witch as she soaked up the melody, let the notes dance through her. There was certain sadness she saw every time. Ursula tortured herself with songs she could never sing. Walking down the stairs on silent feet, Cruella found her Ursula in the kitchen. She came up behind her sea goddess, bringing her hand up to Ursula's throat. There was no flinching from the sea witch. "You're not pulling away from me, darling."

Ursula heard Cruella coming towards her and then her hand was to her throat. This time it didn't make her panic. Her skin actually warmed to the touch. "Now, why would I pull away from you?" She asked angling her head back to touch her brow to Cruella's. "I made coffee and breakfast is almost ready." Ursula said biting her bottom lip. Cruella's hand moved from her throat, to cupping her cheek where unpainted lips pressed to her other cheek. Ursula chuckled lightly. "What was what for?" She asked when her companion pulled back.

"What would I do without you?" Cruella asked taking in a deep coffee scented filled breath.

"You probably would've ended up in a cell by now." Ursula teased and smiled at Cruella's mock offended look. "Get your coffee and your breakfast, we have busy day ahead of us." The timer dinged signaling that the small breakfast she'd made was ready.

"Oh, yes, we're supposed to be repenting our wicked ways. How boring that is," Cruella rolled her eyes moving away from Ursula to get a mug from the cabinet so she could pour herself a hot cup of coffee to jolt her brain into functioning.

"Boring as it may be, we still have to do it." Ursula said turning to lean her hip against the counter where she crossed her arms. She took that moment to watch Cruella take a sip of the black liquid she'd grown addicted to. She lifted the mug up, her lips wrapping around the rim, and with her eyes closed she took a small sip to start. Ursula smiled when Cruella moaned in caffeinated pleasure. The sound was music to her ears. Calling on her magic, one of her tentacles appeared stretching out, sliding up her arm until the tip touched her cheek. If Cruella could touch her throat freely, then Ursula could use her tentacle to caress her cheek.

Cruella smiled, pressing her cheek into the tip of Ursula's tentacle. "As much as I would care to languish here for hours on end, we do have a full day ahead of us." She wanted nothing more than to spend their first full day alone, but for them to get what they want, plans had to be set in motion, and that meant being out among others. Before she thought better of it, Cruella wrapped her right hand around the tentacle that touched her face where she brought it to her lips, placing the lightest of kisses to the green outer scales. "Now, hurry up darling. We must get dressed and make our appearances for these loathsome heroes." She let Ursula take back her appendage, allowed her to walk out of the kitchen. Cruella wanted to call her back, but business had to come first.

 **THE END**


End file.
